Owl Practice Inc. Subscriber Terms of Use

These terms of use (the “Terms”) govern your access to and use of www.owlpractice.ca (the “Website”) and Owl Practice Inc.’s software products and services (collectively with the Website, the “Services”).

Owl Practice Inc. (“Owl”, “we”, or “us”) offers subscribers a practice management tool that helps mental health professionals enter and manage client information, schedule and manage client sessions, record detailed session notes and store them in a secure manner, track accounts and outstanding account balances, and provide other administrative tools to run a private mental health practice.

Additional features and functionalities of our Services may be described on our Website.

If you accept these Terms, you represent that you have the legal capacity to be bound by them, and if you are acting on behalf of a company or entity, that you have the authority to bind such company or entity (and in which case “you” and “your” will refer to the company or entity).

It is important that you read these Terms carefully. If you do not agree to these Terms, please do not use the Services.

Please also review our Privacy Policy and Business Associate Agreement (“BAA”), which explains how we collect, use, disclose, and otherwise manage personal information in connection with the Services. The Privacy Policy and Business Associate Agreement are incorporated into and form an integral part of these Terms.

1. Creating an Owl Account

1.1 Registration

You must register for an Owl account to access and use the Services. By registering for an account and/or accessing and using the Services, you represent, warrant, and signify that:

(a) You are at least 18 years old;

(b) you have read, understand, and agree to be bound by these Terms, the Privacy Policy, and the BAA as they may be amended from time to time;

(c) you are currently compliant, and agree to remain in compliance in the future, with all federal, provincial, and local privacy and data protection laws that are applicable to you, including, as applicable, the Personal Health Information Protection Act, 2004, SO 2004, c 3, Sch A (“PHIPA”), the Personal Information Protection and Electronic Documents Act, SC 2000, c 5, and other applicable privacy and health privacy laws, as such laws may be amended from time to time and including any regulations thereto (collectively, “Privacy Laws”);

(d) you expressly appoint and acknowledge that Owl is acting as your agent, as defined in PHIPA, and Business Associate, as defined in the BAA, in its provision of Services to you;

(e) you have obtained all consents required from your patients or clients relating to the collection, use, disclosure, transfer, and retention of their personal information, including personal health information and Protected Health Information, as defined in the BAA, in connection with your use of Owl’s Services;

(f) you are a medical services provider and not a clearinghouse, POMIS vendor, or aggregator or processor of healthcare electronic transactions, and you do not sell or offer electronic interchange or transaction processing services and/or any products similar in kind or type to the insurance billing services offered by our service providers;

(g) if you use the Services to process insurance billing transactions, you have all necessary rights to effect transmission of such insurance billing transactions and you will comply with (i) all rules, regulations and policies of all entities that receive electronic healthcare transactions and governmental agencies having jurisdiction over such transactions; and (ii) all procedures, data element standards, formats, codes, protocols and edits applicable to such insurance billing services; and (iii) all procedures to secure any authorizations then required by Owl’s service providers, applicable law, or industry practice in connection with the insurance billing process; and

(h) any information you provide to us or our service providers, both when you register for an account and in the future, is and will be true, accurate, current, and complete.

1.2 Subscription Type

When you register for an Owl account, you may be able to select between three types of subscriptions:

(a) a monthly paid subscription (the “Monthly Subscription”);

(b) an annual paid subscription (the “Annual Subscription”); or

(c) a fourteen (14) day free trial (the “Free Trial” and collectively with the Monthly Subscription and the Annual Subscription, the “Subscription Agreements”).

Payment terms and a description of the services available for your selected Subscription Agreement are set forth in the Schedule of Fees and Charges located on our Pricing Page. Owl reserves the right to change the types of subscriptions that it offers in its sole discretion at any time.

1.3 Account Information

You are responsible for maintaining the confidentiality of your account login credentials and for all access to and use of the Website and Services through such login credentials (whether or not authorized by you). You may not share your account with anyone, and you agree to immediately notify us of any unauthorized use or disclosure of your login credentials by sending an email to support@owlpractice.ca. You agree to keep your password secure. Owl will not be liable in any way if we are unable to retrieve or reset a lost password. You agree that we may deny access, use, and/or registration privileges to any user of the Services at any time and in our sole discretion, including if we have reason to believe an account was created with false information or otherwise used for fraudulent purposes. We reserve the right to enter your account as we deem necessary for the purposes of debugging, testing, or providing support or development services in connection with the Services and future improvements to the Services.

2. Conditions of Use

2.1 Permitted Use

You agree to use our Services only in accordance with these Terms and for purposes that are permitted by applicable laws, regulations, or generally accepted practices or guidelines in relevant local, national, and international jurisdictions.

2.2 Prohibited Uses

You agree that you will not, directly or indirectly, at any time:

(a) share your account credentials with anyone;

(b) bypass or breach, or attempt to bypass or breach, any security device or protection used in connection with the Services;

(c) interfere with or disrupt the integrity or performance of the Services;

(d) input, upload, post, transmit, store or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware or other technologies, devices, or means which may permit unauthorized access to, or destroy, interrupt, disrupt, disable, distort, or otherwise harm or impede the Services in any manner or limit the functionality of any computer software, hardware or telecommunications equipment of Owl, our users, and/or our affiliates;

(e) introduce any harmful code or prevent anyone from accessing or using the Services, including any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code, and any time bomb or drop-dead device;

(f) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law;

(g) upload, post, transmit, store, or otherwise make available content that is, in Owl’s sole discretion, unlawful, threatening, abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature, constitutes unauthorized or unsolicited advertising, or that otherwise violates our rules or policies as may be established or amended from time to time; or

(h) upload, post, transmit, store, or otherwise make available personal information or Protected Health Information in a manner that would contravene any Privacy Laws.

Owl reserves the right (but assumes no obligation) to remove any and all explicit or unauthorized content at our sole discretion, including information that appears to violate applicable Privacy Laws.

2.3 Unauthorized Access

You agree to only access (or try to access) and use the Services through interfaces provided by us. You shall not access (or try to access) or use the Services through any automated means, including, but not limited to, scripts, robots, or web crawlers. You agree not to use or attempt to use another user’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.

2.4 Third Party Links

The Services may link to third-party websites or resources. Such links are provided as a convenience to you only and do not imply an endorsement, warranty, or guarantee by Owl of any such linked site or the company it purports to represent. We do not assume any responsibility or liability for the availability, accuracy, related content, products, or services made available to you via links to third-party websites or resources. You are solely responsible for use of any such websites or resources and compliance with all applicable third-party policies and terms. Should you elect to enter into a binding contract with any such third party, you agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of accepting or using any products or services that are available from such third party sites.

3. Subscriber Content

3.1 Compliance with Privacy Laws

When you provide information to us, you represent and warrant that you have the unfettered right to do so, you are doing so in compliance with all Privacy Laws, you have no reason to believe you are violating the rights of any person or any contract or other obligation to which you are subject, and you are not subjecting us to any expense or liability.

3.2 Protected Content

You are responsible for ensuring that the information you have entered into our system is accurate, reliable, complete, and permitted to be disclosed under all Privacy Laws. All personal information and Protected Health Information that you provide to us is your sole and absolute property (collectively, the “Protected Content”). Owl only processes Protected Content as a Business Associate or as your agent, in order to provide the Services. Owl will not transmit Protected Content to any third parties, except as may be specified in our Privacy Policy and BAA. Any employee or contractor of Owl who may come into contact with Protected Content shall sign a confidentiality agreement setting forth the absolute confidentiality required when handling Protected Content.

3.3 Subscriber Content

By providing information or documentation, other than Protected Content, to Owl either through registration or use of the Services, you grant to Owl a perpetual, irrevocable, worldwide and non-exclusive license to reproduce, modify, translate, publish, distribute and make such content (“Subscriber Content”) available to other companies, organizations, individuals, and users. You understand that in order for us to provide and operate the Services, Subscriber Content and Protected Content may be transmitted by you or us over various public networks and in various media in compliance with our security protocols and we may make changes to Subscriber Content to meet the technological requirements of such networks and media. You are responsible for ensuring that Subscriber Content is protected and your rights in Subscriber Content are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to Subscriber Content.

3.4 Our use of Subscriber Content and Protected Content

We reserve the right to copy, analyse, and use any Subscriber Content and Protected Content as we deem necessary for the purposes of debugging, testing, or providing support or development services in connection with the Services and future improvements to the Services.

3.5 Downloading your Content

You may use the Services to access, download or print copies of your Subscriber Content and/or Protected Content at any time, provided that you do so in a manner that complies with these Terms and all applicable laws.

3.6 Feedback

If you suggest to Owl any new features, functionality, or performance for the Services which we incorporate into the Services (“Feedback”), such Feedback shall be the exclusive property of Owl, and is hereby irrevocably assigned to Owl or its licensors; provided that such Feedback is anonymous and does not include any personal information. You hereby irrevocably and unconditionally waive all “moral rights” that you may now have or have in the future relating to the Feedback. Upon request by Owl, you shall execute such assignments or conveyances of interest as may be necessary to assist Owl to prosecute, register, perfect, or record its rights in or to any Feedback.

4. Intellectual Property

4.1 Owl Content

You acknowledge and understand that, subject to our Privacy Policy, we and our licensors own all right, title and interest in: (a) the Services and related data files; and (b) all e-mails sent to you by Owl, computer software made available to you in connection with the Services, advertisements, sponsored content, trade-marks, reports, templates, copywritten material and other intellectual property of Owl and its licensors which you may have access to when using the Services (all such information, individually and collectively, being the “Owl Content”). The Owl Content is protected by our intellectual property rights or the rights of the entities who have provided such Owl Content to us.

4.2 License Grant

We grant you a non-exclusive, non-transferable, revocable, limited license to use the Owl Content and Services in accordance with these Terms. This license may be revoked upon breach of these Terms by you and shall automatically be revoked upon termination or expiration of these Terms. Except as set forth in these Terms, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, or reverse engineer any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Services. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of products or services) based on the Services or Owl Content, or create derivative works based on the Services. We reserve the right (but assume no obligation) to pre-screen, review, filter, modify, flag, refuse, or remove any or all Owl Content from any of the Services at any time, at our sole discretion. You may not infringe upon our intellectual property or the intellectual property of any other entities that provide Owl Content, or adapt, reproduce, publish or distribute copies of any Owl Content or proprietary information or material of Owl or its licensors found on the Services in any form (including by e-mail or other electronic means), without our prior written consent.

4.3 Brand Rights

Owl may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Services (each such feature being a “Brand Right”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between you and us.

4.4 Copyright

Copyright © 2023 Owl Practice Inc. ALL RIGHTS RESERVED. All content contained on the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, and any compilations of the foregoing, are the property of Owl or its suppliers and protected by United States and international copyright laws. You are authorized solely to view and retain a copy of pages related to the Website, as well as relevant documents, images, or other materials on the Website for your own personal or internal business use. You agree that any copy made must include Owl’s copyright notice. You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of: post on the World Wide Web, or in any way distribute or exploit the Website, or any portion thereof, for any public or commercial use, without the express written consent of Owl. Additionally, you agree that you (a) will not remove or alter any author, trademark, or other proprietary notice or legend displayed on the Website (or printed pages produced from the Website); and (b) will not make any other modifications to any documents obtained from the Website other than in connection with completing information required to use the Website for its intended purposes.

4.5 Copyright Infringement

Owl’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Owl to delete, edit, or disable the material in question, you must provide Owl with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Owl to locate the material; (d) information reasonably sufficient to permit Owl to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Owl’s designated agent by contacting Owl in accordance with Section 12 of these Terms.

5. Confidential Information

You agree to hold all non-public, confidential, and/or proprietary information (“Confidential Information”) you receive from Owl or access in connection with the Services in strict confidence, whether such information is disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not it is marked, designated, or otherwise identified as “confidential”. You agree not to copy or distribute any Confidential Information or Owl Content to any third party, except in accordance with these Terms or with our prior written permission. If you are required by law to disclose any information you receive from Owl, you shall provide Owl with at least ten (10) days written notice before any disclosure of such information.

6. Payment and Billing Services

6.1 Definitions

For the purposes of this section 6, the capitalized terms below are defined as follows:

“Payment Data” means any personal or financial information collected from a credit card, debit card or other payment method, including but not limited to a cardholder’s account number, card expiration date, and CVV2.

“Stripe Payment Processing Services” means third-party services that enable the acceptance of payments, management of subscriptions, and performance transaction reporting, as well as analytics and other business services.

“Transaction Data” means your information, Payment Data, transaction information, bank information and credit card information including without limitation tokenized account information, tokens and token access codes, account information.

6.2 Stripe Payment Processing Services

In order to use payment processing services and the billing services (“Stripe Payment Processing Services”), you must agree to the Stripe Connected Account Agreement (https://stripe.com/us/connect-account/legal) and any other applicable Stripe agreement (incorporated herein by reference) that is available to you when the account is created for the Services and afterward through the Services. No transactions will occur in your account until you click to agree to the Stripe Services Agreement or the Stripe Connected Account Agreement (as applicable). In addition to other terms and conditions herein as it relates to your clients’ payments to you, you hereby agree that:

(a) Owl may conduct certain activities related to the Stripe Payment Processing Services such as communication of information about transactions and refunds, Stripe account balance adjustments, the handling of disputes (including chargebacks), as well as other features as described in the Stripe documentation.

(b) Certain use, recurring, or application fees may be charged to you for your use of the Stripe Payment Processing Services.

(c) You will comply with all terms and conditions of your Stripe Connected Account Agreement and not violate such agreement including processing payments from the Prohibited Business List provided in the Stripe Connected Account Agreement.

(d) Stripe may suspend or terminate the provision of Stripe Payment Processing Services in accordance with the terms of the Stripe Connected Account Agreement.

(e) Owl may use and may share with Stripe, and Stripe may use and share with Owl, all Transaction Data, Payment Data, data about your account, your activity on your Stripe accounts, and transactions. In addition, you hereby grant permission to Owl to work with and interact with Stripe, in order to copy your Transaction Data, Payment Data, and other Subscriber Content from your account to the Services and your related Stripe account, for the benefit of facilitating or improving use or interoperability of the Stripe credit card processing services with the Services. As a condition of Owl enabling payment processing services through Stripe Payment Processing Services, you must provide Owl accurate and complete information about you and your practice and business.

(f) You agree that in the event that Owl, or Stripe (or other payment processor) is required under applicable law to obtain your consent in order to send you tax forms, tax notices or tax returns by e-mail or other electronic format, that you hereby provide your consent to Owl, or Stripe (or other payment processor), as applicable, to send you such notices, forms and returns by e-mail or other electronic format.

(g) You agree to only enter Payment Data into designated payment fields within the app and not to enter any Payment Data into notes fields or any other non-payment related areas of the app.

(h) “Stripe” is a registered trademark of Stripe, Inc.

Where your clients pay for your services through the Services, in addition to the terms of the Stripe Connected Account Agreement, the following applies:

(i) We reserve the right to cause Stripe to hold back funds received in your Stripe account for up to 45 business days prior to making the funds available to you.

(j) You authorize that outstanding sums due and owing as a result of chargebacks, ACH rejects or reversals, disputes, over-payments, payment errors, and invalidated payments and other refunds or credits (each and collectively “Chargeback(s)”), may be automatically debited from your deposit accounts for such purpose on a daily basis and that non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any such deposit accounts, are grounds for an increase in fees, suspension of the Services or termination of these Terms. In the event of any such occurrence leading to non-payment of any sums due for Chargebacks or otherwise, Owl reserves the right to withdraw such sums from your biller accounts, offset or net settle these sums (i.e., deduct funds owed from disbursements to you), against future deposits, or withhold future deposits until such sums are paid in full, at any time to ensure payment of the same. The foregoing rights survive termination of these Terms.

(k) In the event of a Chargeback, you will be responsible to refund (or allow Owl to chargeback from you) the fee imposed on Owl by the payment processor.

(l) Owl reserves the right to suspend your Stripe account in the event of excessive disputes or chargebacks.

(m) Owl reserves the right to withhold payment to you of the funds in your Stripe account to review for suspicious or fraudulent activity and to prevent payouts during the review period.

(n) Owl reserves the right to withhold payment to you of the funds in your Stripe account when a lien or levy has been placed on your account and to prevent payouts until the lien or levy is resolved.

(o) Owl reserves the right to refund transactions that have been classified as fraudulent after investigation.

(p) Owl reserves the right to deny online payment processing for any reason, including for fraud or other suspicious activity.

(q) You will ensure that no payments are processed in any country sanctioned by the U.S. Office of Foreign Assets Control (OFAC) or Global Affairs Canada.

7. Disclaimers

7.1 Services provided as-is

The Services are made available on an “as is” and “as available” basis, without any representation or warranty of any kind, either express or implied, or any guarantee or assurance the Services will be available for use, or that all features, functions, services or operations will be available or perform as described. To the fullest extent permitted by law, Owl disclaims all implied representations, warranties, and conditions relating to the Services and Owl Content, including, but not limited to, any implied warranties of merchantability, merchantable quality, fitness for a particular purpose, non-infringement or availability of service. Owl does not warrant that the Services will meet your requirements or that the operation of the Services will be uninterrupted or error-free, nor does Owl make any warranty as to the result that may be obtained from the use of the Services or as to the accuracy, reliability, suitability or content of the Services. We and any other entity providing Owl Content disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Services. You agree that access to and use of the Services is at your own risk. Owl is not responsible for any errors or omissions in any information provided or any reliance on such information in connection with the Services. You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that you or your clients may incur).

7.2 No endorsement as to accuracy

We accept no responsibility for the accuracy of any Owl Content provided by, or created using, the Services except as otherwise set out in these Terms. The provision or storage of Owl Content or Protected Content through the Services by us does not, despite Owl’s efforts to adhere to applicable legislation, constitute our endorsement nor does it constitute a warranty as to the compliance of such Owl Content or Protected Content with applicable Privacy Laws, or to the accuracy, timeliness, materiality, completeness, or reliability thereof.

7.3 Downtime

The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between you and the Services.

7.4 Applicable Law

Certain states or jurisdictions do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers may not apply and you may have additional rights. To the extent we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

8. Release; Indemnification

8.1 Release

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, or that relate to, or are connected with:

(a) these Terms;

(b) failure or delay of Owl or any third party to deliver the Services in any way;

(c) your provision to us of any personal information or Protected Health Information, subject to our obligations relating to the protection of personal information or Protected Health Information as set forth in our Privacy Policy and Business Associate Agreement;

(d) communications received by you through your access to the Services;

(e) the use of the Services and any related applications, including third party services such as, but not limited to, insurance or Medicaid billing (and, for clarity, Owl accepts no liability for any third party failure or delay in complying with these Terms or any dispute between you and any third party, and all disputes relating to the quality of third party products and inquiries regarding refunds for third party products or services must be directed to the applicable third party);

(f) the use of any software related to the Services;

(g) viruses, spyware, service provider failures or internet access interruptions;

(h) actual or potential violations of any Privacy Laws or other applicable privacy and/or data protection laws by you;

(i) loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or

(j) any Owl Content,

even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

8.2 Indemnification

You agree to defend, indemnify, and hold Owl, its affiliates, licensors, service providers and their respective directors, officers, shareholders, employees, agents, and representatives harmless from all Claims, including reasonable legal fees and expenses, due to or arising out of your use of the Website, Services, and/or Owl Content, or your breach of these Terms (including, for greater certainty, any damages arising from your failure to protect Confidential Information in accordance with these Terms, your access to and/or use of the Services, any loss of, or damage to, any property, or injury to, or death of, any person caused by your access to and/or use of the Services, your breach of the intellectual property rights of Owl or any third party, and/or your breach of applicable law).

8.3 Account Responsibility

You agree that you will be solely responsible for all activities that occur on your account, whether you are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

8.4 Applicable Law

Certain states or jurisdictions do not allow the waiver or limitation of certain damages. If these laws apply to you, some or all of the above waiver and limitation may not apply and you may have additional rights. To the extent we may not, as a matter of applicable law waive or limit our liabilities, the extent of our liability will be the minimum permitted under such law.

9. Limitation of Liability

9.1 Damages Limitation

IN NO EVENT WILL OWL AND/OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE, LICENSORS, SUPPLIERS, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFIT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, OWL CONTENT, OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF OWL HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

9.2 Aggregate Limitation

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which you have paid for the Services in the previous three (3) month period.

9.3 Applicable Law

Certain states or jurisdictions do not allow the limitation of certain damages. If these laws apply to you, some or all of the above limitations may not apply and you may have additional rights. To the extent we may not, as a matter of applicable law limit our liabilities, the extent of our liability will be the minimum permitted under such law.

10. Term and Termination

10.1 Term

These Terms are effective on the date that you first access and/or use the Services, and shall terminate upon the end of the initial term specified in your Subscription Agreement (the “Initial Term”). Free Trials terminate immediately upon the conclusion of your Initial Term.

10.2 Renewals

In the case of Monthly Subscriptions and Annual Subscriptions, your Initial Term shall automatically renew for additional thirty (30) day or 365 day terms (for Monthly and Annual Subscriptions respectively) and will continue to renew unless you contact us to terminate the Subscription Agreement by providing us with thirty (30) days’ written notice of your intention to cancel.

10.3 Termination

These Terms will continue to apply until our relationship with you is terminated. You may terminate your relationship with us by providing thirty (30) days’ prior written notice, to our contact information provided herein, of your desire to unsubscribe from the Services, close your account, and cease your use the Services. We may terminate our relationship with you immediately at any time and for any reason including, but not limited to, for a breach of these Terms under the following circumstances:

(a) if you have missed a payment for your use of the Services;

(b) if you have not adhered to any or all the provisions of the Terms, or if it appears that you do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;

(c) if we are required to terminate the relationship by law; or

(d) if providing the Services is no longer commercially viable for us.

10.4 Upon Termination

Upon termination or expiry of these Terms, we reserve the right to immediately revoke your license to use the Services and block all access to your account. We will make your Subscriber Content and Protected Content available to you for an additional ninety (90) days following the effective date of termination or expiration. After the ninety (90) day period has elapsed, we will permanently delete your Subscriber Content and Protected Content in the ordinary course and in accordance with our document retention policy.

11. General

11.1 Governing Law and Forum of Disputes

If you are located in the United States, you agree that the laws of the State of Delaware, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between you and us. If you are located in Canada or any other jurisdiction, you agree that the laws of the Province of Ontario, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between you and us. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the province of Ontario or State of Delaware, as applicable, and you hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario or federal and state courts in the State of Delaware. You agree to pay reasonable attorneys’ fees and court costs incurred by us to collect any unpaid amounts owed by you.

11.2 Force Majeure

You agree that we are not liable for a delay or failure in performance of the Services or under the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, disease outbreaks (or any worsening thereof), legislative changes, and governmental actions.

11.3 Export

Materials downloaded or otherwise made available from the Website may be subject to Canada’s or the United States’ export control laws that prohibit the export of certain technical data and software to certain territories. No materials from the Website may be downloaded or exported into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the either the United States or Canada has embargoed goods; or anyone on the United States Treasury Department’s list of Specially Designated Nationals, the United States Commerce Department’s Table of Deny Orders, or Canada’s Export Controls List.

11.4 Medicaid Eligibility

If you use the Services to conduct Medicaid eligibility transactions, you covenant to Owl and its service providers that: (a) access to eligibility information shall be restricted to the sole purpose of verification of Medicaid eligibility where you have requested Medicaid payment for medical services; (b) verification of eligibility is not a guarantee of payment and the records as to the recipient’s eligibility status shall be final authority; (c) you shall indemnify and hold harmless Owl, its service providers, each relevant State, and its and their respective agents and employees, from any and all claims related to Medicaid eligibility; and (d) you agree to abide by all federal and state regulations regarding confidentiality of information relating to Medicaid eligibility.

11.5 Severability

If any of the provisions of these Terms are, for any reason, held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of these Terms, and these Terms will be construed as if they had never contained such invalid, illegal, or unenforceable provision.

11.6 Headings

The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.

11.7 No Assignment

You may not, without our prior written consent, assign these Terms, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Terms and will be void. We may assign these Terms to a third party at any time in our sole discretion. These Terms will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

11.8 No Waiver

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of Owl.

11.9 Survival

Any provision which by its nature should survive termination (including, for greater certainty, the confidentiality, indemnification, and limitation of liability provisions above) shall survive termination.

11.10 Entire Agreement

These Terms will constitute the entire agreement between us and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.

11.11 Amendments

We may add, discontinue or revise these Terms or any aspect, mode or design of the Services at any time, in our sole discretion, including, but not limited to, the scope of any features or functionalities of the Services, the timing of the features or functionalities of the Services, software/hardware required for access to the Services and/or geographic locations or jurisdictions in which certain features, functionalities or Services may be available. We may amend the Terms without notice to you if such amendments are not material, in our sole discretion. We will provide you with thirty (30) days’ notice of a material change to the Terms (including changes in pricing) via e-mail to the e-mail address you have provided to us, setting out the new or amended agreement terms, how such terms read formerly, and the date of the coming into force of the amendment. We highly recommend that you read all amendments carefully. We will assume that you have accepted each amendment unless you notify us, no later than thirty (30) days after the amendment comes into force, that you desire to cancel the contract or de-register or unsubscribe from access to the Services. We will post the most current Terms on the Website and your use of the Services is subject to the most current Terms as posted on the Website at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms.

11.12 Electronic Communications

By registering for an account and/or using the Services, you agree to receive service-related communications from us electronically. We will communicate with you by electronic mail at the e-mail address you provide to us, in accordance with our Privacy Policy. It is your responsibility to keep your email address up-to-date.

11.13 Language

The parties confirm that it is their wish that these Terms be written in the English language only. Les parties confirment leur volonté que la présente convention soit rédigée en anglais seulement.

12. Contact Us

If you have any questions or comments regarding these Terms, please contact our head office by email at support@owlpractice.ca or by mail at:

Owl Practice Inc.
345-150 King Street West
Toronto, ON M5H 1J9
Canada